Corporations Law and Policy 6Th by vco51448


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									                                   Syllabus: Corporations
                                          Fall 2006
Instructor: Michael Abramowicz
Office phone: (202) 994-9704
Home phone: (703) 536-4368

Class Hours: Monday through Thursday, 2:45 to 3:40 p.m.

Reaching Me: When not teaching, I generally can be found in my office (Lisner 603) during
normal business hours, except when I am teaching this class or my other classes (WThF 9:55-
11:50), and an hour and a half or so before, as I finish preparing. I encourage you to stop by my
office any other time, and you are also welcome to call me. If you wish to be sure to find me, you
may call me to schedule an appointment.

Participation bonus: Students who meet the electronic participation and verbal participation
requirements detailed below will receive a one grade step participation bonus. (Under law school
policy, these bonuses are counted toward the curve.) Depending on how the experiments below
proceed, I reserve the right to discontinue or change them at any time.

Electronic participation: Because this is a large class and I want to keep all students involved, I
am experimenting this semester with “electronic participation.” Sometimes, I will ask a question
or refer to one from the book and give all students some period of time (say, one to five minutes,
depending on difficulty) in which to answer it in writing and email it to me at I expect you to submit reasonably thoughtful answers at least half of the
time. My research assistant will then pick an answer at random and project it anonymously so
that we can discuss it. In addition, you may use the participation system at any time to ask
questions anonymously. Send an email to the same address, with “Question” as the first word of
the subject line. When we have time to take questions, my research assistant will project
questions (especially where many students are asking the same question). You are also welcome
to submit comments about the class at any time by using “Comment” as the first word of the
subject line. If a number of students relay the same comment roughly simultaneously (e.g.,
“Comment: Repeat that point”), that will be relayed to me.

Verbal participation: Students are expected to sign up for the reading corresponding to two
consecutive days (either Monday and Tuesday or Wednesday and Thursday) at some point in the
semester when they agree to be super-prepared. (You may also sign up for the combination of
Sept. 5 and Nov. 20, or for the combination of Oct. 23, Oct. 24, and Nov. 6, when the readings
are relatively light.) This means that you should be able to answer detailed questions about facts,
holding, and analysis of cases and other materials, without looking through the casebook; that
you should be prepared to argue on behalf of both sides in each case; that you will have
familiarized yourself with relevant background materials corresponding to the readings; that you
will have thought through all problems and analysis questions in the reading; and that you will
have spent some time mentally developing your own views of the relevant cases and doctrines.
At times, I may assign the students who have signed up to be super-prepared some additional
background reading. If you are not in attendance and prepared on a day you signed up, you will
not receive the participation bonus, and I reserve the right to deduct a grade step in egregious
cases (such as unexcused nonattendance). The theory behind this approach is that conversation is
more interesting than a lecture, especially when all conversants are well prepared. I realize that a
more typical on-call system (such as the row-by-row approach) would keep you alert on more
days, but I hope that the electronic participation approach will keep you involved, and that
placing participation responsibilities in just a few students will result in an enhanced experience
for everyone else.

Exam: The grade for the course will be based on a three-hour, open-book exam, consisting of
multiple choice, short answer, and essay questions. For the purpose of the exam, you are not
required to know section numbers of the Restatement of Agency, of either Uniform Partnership
Act, of Delaware law, or of the Model Business Corporation Act, but you may cite section
numbers if you find it convenient to explain yourself by doing so.

Key to Syllabus: Readings are listed on the next page; the reading averages about 14 pages per
materials are in the Statutes and Rules supplement to the casebook; you should consult these as
necessary to help your understanding of the reading, and I will point out some important
provisions in class. If we do not finish the material for a particular day, we will start the next
class with that material (with the same students as before responsible for discussing the
material), but the reading for that class otherwise will remain the same, unless otherwise
announced. In the unlikely event that a class is cancelled, we will proceed one day behind, and a
makeup will be scheduled. If the schedule turns out to be problematic in any way, I may revise
the syllabus, possibly adding material to or deleting material from it. I will notify you of any
such changes via e-mail.
Class Date                  Topic                             Casebook pages              Background materials
Agency: This is probably the most useful of all the areas in the course for practicing lawyers (and is
heavily tested on many bar exams). Topics will include the formation of a principal-agent relationship,
the liability of a principal in contract, and the liability of a principal in tort. These doctrines serve as
building blocks for the remainder of corporate law.
                            Who is an agent?; actual
1          Aug. 28                                            1-16
                            Apparent authority;
2          Aug. 29                                            16-31
                            inherent agency power
                            Inherent agency power
3          Aug. 30          (cont’d); ratification,           31-46                       Restatement (Second)
                            estoppel; agent’s liability                                   Agency
4          Aug. 31          Servants; apparent agency 47-53, 58-62
                            Scope of employment;
5          Sept. 5                                            62-75
                            statutory claims
                            Independent contractors;
6          Sept. 6                                            75-90
                            duties of agents
Partnership: This is also a useful area for practicing lawyers, especially those who work in law firms
(and it is also tested heavily on many bar exams). Topics include formation of partnerships, partners’
fiduciary obligations, partnership rights, and partnership dissolution.
7          Sept. 7          What is a partnership?            91-106
                            Partnership by estoppel;
8          Sept. 11                                           106-117
                            fiduciary obligations
                            Leaving; partnership
9          Sept. 12                                           117-135
                            Raising capital; rights of
10         Sept. 13                                           136-142
                            partners                                                      Uniform Partnership Acts
11         Sept. 14         Rights of partners (cont’d)       142-151                     of 1914 and 1997
12         Sept. 18         Right to dissolution              152-163
                            Consequences of
13         Sept. 19                                           163-182
                            Buyout agreements; law
14         Sept. 20         partnerships; limited             182-199
Introduction to corporations: This portion of the course will discuss the role of corporations in the
market, in litigation, and in society more broadly. Topics include the formation of corporations, derivative
actions, and the powers of corporations and their boards of trustees.
15         Sept. 21         Promoters                         200-206
16         Sept. 25         Limited liability                 207-229
                                                                                          Del. General Corporation
17         Sept. 26         Derivative actions intro          232-241
                                                                                          Law, Model Business
18         Sept. 27         Demand requirement                241-256
                                                                                          Corporation Act
19         Sept. 28         Special committees                256-269
20         Oct. 2           Role and purposes                 282-298
Fiduciary duties: Topics include the duties of care and loyalty, both of which build on the same
concepts from agency and partnership law.
21         Oct. 3           Duty of care 1                    328-342
22         Oct. 4           Duty of care 2                    342-361
                            Duty of care 3; duty of
23         Oct. 5                                             361-379
                            loyalty introduction
24         Oct. 9           Duty of loyalty introduction 379-392
Class    Date           Topic                           Casebook pages         Background materials
                        Duty of loyalty
25       Oct. 10        introduction; dominant          392-399
                        Dominant shareholders;
26       Oct. 11                                        399-412
                        voting and ratification
Public corporations: Public corporations have special obligations imposed primarily by federal law.
Topics include securities and registration, insider trading, and proxy fights.
27       Oct. 12        Disclosure and fairness 1       413-421
28       Oct. 16        Disclosure and fairness 2       421-446
29       Oct. 17        Disclosure and fairness 3       446-463
                        Disclosure and fairness 4;
30       Oct. 18                                        467-468, 478-482
                        intro to insider information
31       Oct. 19        Insider information 2           482-501                Securities Exchange Act
32       Oct. 23        Insider information 2           501-510                of 1934; Rules 10b5,
                        Insider information 3;                                 10b5-1, 10b5-2, 14e-3,
33       Oct. 24                                        Same; 533-534          14a-1(1), 14a-2, 14a-8,
                        proxy fights introduction
34       Oct. 25        Proxy fights                    535-555                14a-9
                          Proxy fights; shareholder
35       Oct. 26                                      555-570
                          Shareholder proposals;
36         Oct. 30        shareholder inspection      570-584
Corporate control: Although not an area that junior lawyers generally do much work in, this represents
one of the most important and controversial areas of corporate law from the perspective of policy. Topics
include mergers and both friendly and hostile acquisitions.
37         Oct. 31        Mergers and acquisitions 1 713-724
38         Nov. 1         Mergers and acquisitions 2 724-736
39         Nov. 2         Mergers and acquisitions 3 736-750
                                                      750-757, Williams Act
40         Nov. 6         Mergers and acquisitions 4
                                                      (statutory supplement)
41         Nov. 7         Election day special        None
42         Nov. 8         Takeovers 1                 758-779
43         Nov. 9         Takeovers 2                 779-792
44         Nov. 13        Takeovers 3
45         Nov. 14        Takeovers 4
Miscellaneous topics: Topics tentatively include shareholder agreements closely held corporations and
limited liability companies.
46         Nov. 15        Shareholder agreements 1 585-598
47         Nov. 16        Shareholder agreements 2 599-617
                          LLCs: Formation and
48         Nov. 20                                    299-311
                          LLCs: Piercing and
49         Nov. 27                                    312-327
50         Nov. 28        Corporate debt              863-885
Review session: Using PowerPoint, I will provide a summary of the entire course.
51         Nov. 29        Review session              None
52         Nov. 30        Review session              None

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